1 As of: 6.30.2020

Rockefeller Financial LLC45 Rockefeller Plaza, 5th FloorNew York, NY 10111

Rockefeller Financial LLCClient Relationship Brochure

2020

Proprietary and Confidential: For Internal Use Only

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Client Relationship Brochure / Rockefeller Financial LLC

Dated as of June 30, 2020

Rockefeller Financial LLC 45 Rockefeller Plaza, 5th Floor

New York, NY 10111 (212) 549-5100

https://www.rockco.com/

This brochure provides important information about the wealth management services that Rockefeller Financial LLC provides to its brokerage clients. It should be read in conjunction with our Form CRS, which is available on our website (www.rockco.com). If you have any questions about the contents of this brochure or the Form CRS, please contact your Private Wealth Advisor, email us at RegBI-Disclosures@rockco.com or call us at (212) 549-5100. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority.

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Table of Contents

Item 1 Introduction

Item 2 Firm Overview

Item 3 Your Private Wealth Advisor

Item 4 Regulation Best Interest

Item 5 The Primary Distinctions between Brokerage and Investment Advisory Services

Item 6 Fees and Costs Item 7 Financial Advisor Compensation Item 8 Compensation in Connection with Particular Investments and Services Item 9 Conflicts of Interest Item 10 Key Risk Factors

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Introduction

This brochure contains important information about the wealth management services that Rockefeller Financial LLC (“Rockefeller Financial,” “Rockefeller” or “Firm”) provides to our brokerage clients. It provides an overview of the Firm, a brief summary of SEC Regulation Best Interest, a description of the primary distinctions between a brokerage account and an investment advisory account, the fees and costs associated with investments in a brokerage account, disclosures on compensation, conflicts of interest, and key risk factors. This brochure supplements the information provided on our Form CRS, a new form that the SEC now requires broker-dealers to send to clients.

You can find more information about our services in your brokerage account agreement, account statements, confirmations, offering materials provided in connection with the sale of specific products, as well as in disclosures on the Rockefeller Capital Management website at www.rockco.com/disclosures. If you would like a paper copy of any document related to your account, please contact your Private Wealth Advisor or email us at RegBI-Disclosures@rockco.com.

The information contained in this document is current as of the date on the cover page and will be updated from time to time as Rockefeller Financial deems appropriate. If you have any questions about the document, we would be happy to answer them. Simply contact your Private Wealth Advisor.

Firm Overview

Rockefeller Financial, a Delaware limited liability company, is dually registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser and a broker-dealer, and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). The Firm also does business under the name Rockefeller Capital Management. Rockefeller Financial provides comprehensive wealth management services to high- net-worth and ultra-high net worth clients. In its capacity as a broker-dealer, the Firm engages in the sale of securities, including, but not limited to stocks, bonds, government and municipal securities, options, mutual funds, alternative investment vehicles, variable insurance products and other types of securities. In addition, Rockefeller provides investment banking services -- specifically strategic advice with respect to mergers, acquisitions, dispositions of businesses and other types of strategic transactions.

Rockefeller Financial is a wholly-owned subsidiary of Rockefeller Capital Management L.P. Rockefeller Capital Management, L.P. was established on March 1, 2018, when Gregory J. Fleming, together with investment funds affiliated with Viking Global Investors, L.P. (“Viking”), acquired the investment advisory and trust company businesses established by the Rockefeller Family. Investment funds affiliated with Viking own a greater than 75% economic interest in Rockefeller Capital Management L.P. The remaining economic interests are owned in part by a trust representing the broader Rockefeller family and in part by the Firm’s management.

In addition to Rockefeller Financial, the other operating subsidiaries of Rockefeller Capital Management L.P are i) Rockefeller & Co. LLC, an investment adviser registered with the SEC providing global family office and asset management services; ii) Rockefeller Trust Corporation, N.A. (“RTC NA”), a national trust bank regulated by the Office of the Comptroller of the Currency, that provides fiduciary services acting either as a trustee, co-trustee, executor, co-executor, or as a fiduciary or agent for other fiduciary relationships; iii) Rockefeller Trust Corporation (Delaware) (“RTC DEL”), a limited purpose trust company regulated by the Office of the State Bank Commissioner of the State of Delaware, which also provides fiduciary services acting either as a trustee, co-trustee, executor, co-executor, or as a fiduciary or agent for other fiduciary relationships; iv) Rockefeller Strategic Services LLC, which

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provides strategic advisory services with respect to certain types of business transactions not requiring registration in the U.S. as a broker dealer; and v) Rockefeller Capital Management Insurance Services LLC, an insurance company licensed in all 50 states that provides access to a broad range of personal insurance expertise and services through numerous national providers to enable effective estate planning, asset protection or other key wealth management planning strategies and priorities.

Unless otherwise specified, references in this brochure to “clients” or “you” refer to brokerage clients of Rockefeller Financial and the descriptions of brokerage services and other securities business practices refer to those of Rockefeller Financial, and not to the advisory services and business practices of its affiliates, including Rockefeller & Co. LLC, RTC NA, RTC DEL, Rockefeller Strategic Services and Rockefeller Capital Management Insurance Services.

Scope of Services

Rockefeller Financial offers brokerage account services in which clients pay transaction-based charges, such as commissions, markups, or markdowns, when they buy or sell securities. In a brokerage account, we provide you with investment recommendations that we believe to be in your best interest, and offer financial tools, financial planning services, and investor education, which are incidental to our primary brokerage services of buying and selling securities. We do not accept discretionary trading authority in brokerage accounts and in a brokerage account you, the client, are responsible for making the ultimate decision whether to buy, sell, or hold securities. In a brokerage account, we do not have a continuing duty to monitor the investment strategy or the investments in your brokerage account after the recommendation. Similarly, in a brokerage account we generally do not have an obligation to update statements made, or information provided, with respect to previous recommendations.

General Basis for Recommendations. We make recommendations that we think are in your best interest, taking into account your individual circumstances, a wide range of potential investments, and the costs of those investments. We are not in the business of trying to time the market, nor do we guarantee the results of any investment or investment strategy. Instead, we bring to bear expertise, experience, and resources to identify and recommend appropriate investment opportunities to you.

Our assessment of your individual circumstances is based primarily on the information you provide us about your financial circumstances and investment objectives when you first open your account with us, as well as updates or modifications you provide during the course of our relationship. You should promptly notify your Private Wealth Advisor (“PWA”) in writing of any material changes in your objectives or financial situations. Absent a written agreement to the contrary, we do not generally take into consideration or assume responsibility for investments you make through firms other than Rockefeller Financial.

We make available an extensive array of products; for example, equity securities, fixed income products, funds managed by outside managers, internally managed funds, exchange-traded funds (“ETFs”), alternative investments, structured products, variable annuities, and many other investments. Although we consider reasonable investment alternatives and costs in recommending investments, we do not consider every alternative available and do not necessarily recommend the lowest cost alternative.

Custody and Clearing. Rockefeller Financial does not hold, or “custody,” client funds or assets. Absent an agreement to the contrary, client assets will be custodied at National Financial Services LLC (“NFS”), the firm’s clearing broker. NFS is a subsidiary of Fidelity Investments, a registered broker-dealer and a member of FINRA and SIPC. Rockefeller Financial has an arrangement with NFS pursuant to which NFS executes trades in client accounts

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and maintains custody of client assets as Rockefeller Financial’s clearing firm and custodian. Accordingly, trades executed on behalf of clients are executed, cleared and settled by NFS.

NFS, in its capacity as a fully-disclosed clearing firm, performs centralized cashiering, bookkeeping, administrative support functions in its execution, clearing and settlement functions. NFS handles the delivery and receipt of securities purchased or sold in clients' brokerage accounts, receives and distributes dividends and other distributions, and processes exchange offers, rights offerings, warrants, tender offers and redemptions. NFS sends out client statements on no less than a quarterly basis, written confirmations of trades executed through clients’ brokerage accounts, and associated tax documents related to each account. NFS charges a fee for these administrative and other support functions. Rockefeller Financial then passes on those fees with a reasonable markup intended to cover its anticipated time, handling or other costs.

Your Private Wealth Advisor

You may obtain information about your Private Wealth Advisor (“PWA”), including licenses, educational background, employment history, and disciplinary history through FINRA BrokerCheck, available at https://brokercheck.finra.org, or from the Securities and Exchange Commission at www.adviserinfo.sec.gov.

In addition, some of our PWAs hold educational credentials, such as the Certified Financial Planner designation. Holding a professional designation typically indicates that a PWA has completed certain courses or continuing education. These organizations may have standards of conduct for their members. We are not bound by the standards of any organizations of which our investment professionals are members even if these investment professionals make known their designations or credentials. Rather, your relationship with us is governed by the terms under which you have hired us in the applicable client agreement and the standards of conduct of those regulatory and self-regulatory organizations to which we are subject.

Regulation Best Interest

SEC Regulation Best Interest requires a broker-dealer, including Rockefeller Financial, and its representative to act in a retail customer’s best interest at the time they make a recommendation regarding securities, investment strategies, and account types, without putting the broker-dealer’s or PWA’s interest ahead of the retail customer’s interest. The best interest obligation arises at the time of the recommendation; it does not create a continuing duty to monitor the investment or strategy after the recommendation. Regulation Best Interest does not extend to marketing materials, educational materials, statements of philosophy and investment principles, descriptions of strategies and risks, and generic advice or recommendations, but these are subject to other rules designed to protect retail customers, beginning with FINRA’s rule requiring all industry members to conduct business with high standards of commercial honor and to maintain just and equitable principles of trade. The SEC’s release adopting Regulation Best Interest can be found at https://www.sec.gov/rules/final/2019/34-86031.pdf.

Regulation Best Interest also requires us to provide retail customers information about our business, including the products and services we provide as a broker-dealer, the fees and expenses associated with those services, and conflicts of interest. The purpose of this brochure is to fulfill that requirement.

The Primary Distinctions between Brokerage and Advisory Services

Rockefeller Financial acts as broker-dealer when we make recommendations for investments in your brokerage accounts, and acts as an investment adviser when we make recommendations for investments in your advisory accounts. It is important to understand that brokerage services and investment advisory services are separate

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and distinct from each other and each is governed by different laws and separate arrangements that we have with you. We primarily charge transaction-based commissions when you purchase or sell a security in a brokerage account. In an investment advisory account, we primarily charge a management fee based on the assets held in the account. We do not assume a continuing obligation to monitor the investments in your brokerage account, but we do assume an obligation to monitor the investments in advisory accounts. When we act as a broker-dealer, we do not act as a “fiduciary” within the meaning of the federal securities laws. In contrast, when we act as an investment adviser, we do act as a fiduciary. If you have both brokerage and advisory accounts with us, we will inform you of the account we are discussing when we recommend a security as our obligations differ as between brokerage and advisory accounts.

For more detailed information on Rockefeller Financial’s Advisory Business, please refer to Rockefeller Financial’s Form ADV Part 2A and the Wrap Fee Brochure, which may be found at files.adviserinfo.sec.gov.

Fees and Costs

When we act as broker-dealer, we are compensated by the transaction-based charges that you pay and by the revenue we receive from third-parties, which include the sponsors of investment products. This compensation structure creates conflicts of interest, which are described in the Conflicts of Interest section later in this brochure. The fees and costs also reduce the return on your investments.

Brokerage Commissions

For brokerage services, you generally will pay Rockefeller Financial and your PWA transaction-based fees — such as commissions, markups, markdowns, and private placement fees -- when you buy or sell securities in your brokerage account. Rockefeller Financial will generally keep part of the fee and pay a portion to your PWA. These fees will vary depending, in part, on the type of security purchased, the size and frequency of transactions, and the services and features you select for your brokerage account. In addition, PWAs have discretion to discount commissions. In contrast, when you purchase securities in an investment advisory account, we charge either a flat annual dollar fee or a fee calculated as a percentage of assets under management in your account.

12b-1 Fees

As a broker-dealer, Rockefeller Financial earns asset-based distribution or servicing fees (12b-1 fees or otherwise) from mutual funds, annuity providers and other providers of pooled investments. A 12b-1 fee is part of the overall fund expense ratio that is paid by you through the deduction of assets in the fund’s daily net asset value calculation. Typically, a portion of the 12b-1 fee is paid by a mutual fund company to a broker-dealer (or its associated persons) as ongoing compensation pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended.

Other Fees

A summary of the more common additional fees and charges that clients typically pay, and the compensation that Rockefeller and its PWAs receive, is provided below.

This list is not all-inclusive and you should refer to your specific account agreement, prospectus or other documents related to the product, service or offering, which outlines these fees in greater detail. If you have any questions regarding the fees and costs associated with your account, please contact your Private Wealth Adviser.

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Annual Account Fees or Custodial Fees. Clients pay for custodial, administrative, and other services provided for your account. These costs are reflected in our charges to you or in the economics of your transactions, as described more fully in your account agreements, offering documents or as stated in confirmations.

Service Fees. Service fees (e.g., wire transfer fees, transfer of ownership fees, fees resulting from special client requests, and returned check fees) are service-specific fees that you incur to fulfill certain requests for services and are deducted directly from the cash balance in your account.

Specialized Investment Fees. These expenses, which cover certain investment product operating expenses, vary by investment and are disclosed in the offering documents, confirmation and/or your account statement.

Financial Advisor Compensation

Rockefeller Financial compensates its PWAs based on their total production, which takes into account commissions, other sales charges, trails, referral fees, advisory fees and other similar compensation paid to Rockefeller Financial by the clients for whom the PWA is responsible. Accordingly, as the amount of commissions and other fees paid by a client increase, the compensation paid to the client’s PWA increases.

As is common in the securities industry, Rockefeller Financial also offers compensation packages to incentivize highly-experienced financial advisors to move from their existing firms to Rockefeller. The transition package involves a combination of an upfront payment in the form of a loan, bonuses based on continued service, and back-end performance awards. Such financial incentives are often a multiple of the commissions and fees produced by a financial advisor in the 12 months preceding the advisor joining Rockefeller Financial. The transition package provides an additional layer of compensation on top of the commission payout grid the advisor receives based on production at Rockefeller.

Compensation in Connection with Particular Investments and Services

We offer a variety of investment products, including domestic and international equities, options, fixed income securities, ETFs, mutual funds, structured notes, variable annuities, tax shelters, private funds and other alternative investments. The products involve different risks and rewards and may be used for different investment strategies. The fees and costs associated with the purchase of an investment product vary depending on the product, whether there is a commission, a different sales charge, a placement fee and/or a revenue sharing arrangement with a 3rd party provider of the product. The following broadly describes investment products and services in which many of our clients invest, and how we are compensated in connection with investments in these products and services that we provide.

Alternative Investments

Rockefeller Financial offers alternative investment opportunities and other complex investment strategies on its brokerage platform. These strategies may include, for example, investing in hedge funds, funds of hedge funds, private equity funds and accounts managed by third party managers. These investments are generally more complex, difficult to value, and less liquid than traditional assets like stocks and bonds. Fees on alternative investments include upfront, one-time fees and/or ongoing trail fees. Depending on the negotiations with a particular fund, these fees may be paid either by the fund manager or the client.

As a distributor of alternative investments, Rockefeller Financial receives a marketing and distribution fee that is paid from the fund manager’s management fee. From time to time, an affiliate of Rockefeller Financial acts as

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fund manager. Although Rockefeller Financial does not charge performance-based fees, as a distributor of alternative investments, Rockefeller Financial from time to time receives a portion of the performance fees charged by the investment advisers to those funds.

Rockefeller Financial has entered into revenue sharing arrangements with providers of certain alternative investments platforms, including iCapital Network (“iCapital”). iCapital provides rebates to Rockefeller Financial based on the volume of Rockefeller Financial clients invested in products on the iCapital platform. Rockefeller Financial also entered into an arrangement with CAIS Capital LLC (“CAIS”), where in some cases the Firm receives trail fees.

From time to time, Rockefeller Financial receives a one-time placement fee for certain feeder funds that it manages or administers. That fee is paid to Rockefeller by the underlying fund, its distributor or investment manager.

Structured Products

Rockefeller Financial offers investments in structured products, which are generally senior unsecured debt obligations linked to the performance of an underlying market measure. The features of a structured product typically include a specified maturity date and a payout profile determined by the performance of an underlying, or basket of underlying, market measures. Structured Products are generally designed to provide a level of principal protection, downside market risk mitigation, enhanced income, or enhanced returns relative to the performance of the underlying market measure.

For new issues, clients pay the initial offering price of the structured product, which is set by the issuer. The offering price includes costs and fees associated with purchasing the structured product and a selling concession paid to Rockefeller Financial, as well as structuring and hedging costs of the issuer. The commissions paid to Rockefeller Financial vary depending on the type of structured product and the features of the structured product, such as maturity and payout profile.

Mutual Funds

Rockefeller provides clients the ability to choose from a wide selection of mutual funds, sponsored by different fund managers. In many cases, a mutual fund offers multiple share classes that have different costs and eligibility requirements. Before a client invests in mutual funds, the client should review the fund’s prospectus, including the fund’s investment objectives and strategies, costs, and risks, to understand the options available, the costs of investing in a mutual fund (which affects investment returns), and the risks associated with investing in a fund. Further, despite the different share classes noted in a prospectus, Rockefeller does not make available or recommend all the share class types offered by the fund manager. Rockefeller only makes available to brokerage account clients A shares and C shares of mutual funds that charge a sales load or trail commission, regardless of whether a client is eligible to invest in other share classes under a prospectus. We do not make available no-load or load-waived share classes. You should not assume that we will recommend a mutual fund or share class with the lowest possible expense ratio available. A client who holds a more expensive share class of a mutual fund will pay higher fees over time – and earn lower investment returns – than if the client held a less expensive share class of the same mutual fund.

Many mutual fund share classes have an upfront or back-end sales charge built in to the share class. Sales charges are paid to Rockefeller, with a portion paid to your PWA, for services that result in the sale of a mutual fund. Many mutual funds provide a reduction of the upfront sales charge based on the amount of the total investments in a

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particular mutual fund family, investor type, and type of account in which the assets are invested. Back-end sales charges can be reduced or eliminated based on how long the shares are held. The prospectus for each mutual fund sets forth in detail the charges and the requirements for discounts and fee waivers. Many mutual fund companies also make ongoing payments in the form of 12b-1 fees.

NFS receives compensation from certain mutual funds and their sponsors for administrative, accounting, recordkeeping, sub-transfer agency or other services that NFS provides to those funds (“Sub-accounting Fees”). However, Rockefeller Financial does not receive compensation for the Sub-Accounting Fees received by NFS.

Exchange Traded Funds (ETFs)

An exchange-traded fund is a basket of securities that trades on a national securities exchange or stock exchange. ETFs are offered in virtually all asset classes and provide exposure to different markets and industry sectors. Clients pay a brokerage commission to Rockefeller every time they buy or sell an ETF in a brokerage account.

Annuities

Rockefeller Financial offers a variety of annuities as investment options to its clients. An annuity is generally a long-term, tax-deferred investment contract between a client and an insurance company, under which a client makes either a lump-sum payment or series of payments to fund the annuity. In return, the insurer agrees to make periodic payments to the client beginning immediately or at some future date. Annuities vary in contract types and are complex financial instruments. It is important to develop an understanding of their terms, features, fees, charges and expenses, tax consequences and risks. Before a client invests in an annuity, the client should read the prospectus and other material provided about that annuity.

Insurance companies compensate Rockefeller upon the sale of their annuity. The insurance company’s costs, including the compensation paid to Rockefeller, are built into the interest rate paid on the annuity contract. Generally, Rockefeller receives an up-front commission based on a client’s annuity purchases as well as trail commissions or residuals on the value of client assets invested in an annuity.

Strategic Advisory Services

The Strategic Advisory Group is a division of Rockefeller Financial that provides investment banking services to its corporate and retail clients. Services provided include M&A advisory, capital raising, capital markets advisory, and valuation services. Fees for such services are negotiated. Rockefeller Financial sometimes offers clients investments that a PWA has sourced. In those instances, the PWA often receives a separate finder’s fee in addition to a commission associated with the private placements.

Available Brokerage Account Features

Cash Sweep Services. In a cash sweep program, free cash balances in eligible securities account are automatically deposited into an interest-bearing bank deposit account. Cash balances held in a client account will be swept into an available sweep option (the "Sweep Program"). Rockefeller Financial may (a) make changes to the terms and conditions of the Sweep Program or the product(s) available thereunder; (b) change, add or delete products available through the Sweep Program; or (c) change the client's investment through the Sweep Program from one product to another upon 30 calendar days' written notice prior to such changes. Rockefeller Financial, in its capacity as broker-dealer, determines which cash sweep options will be made available to clients, and will

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choose from a menu of cash sweep programs made available to it by NFS. Rockefeller Financial receives revenue from NFS on client assets invested in the FDIC-insured bank deposit sweep arrangement.

Cash Sweep Services should not be viewed as a long-term investment option. If you desire, as part of an investment strategy or otherwise, to maintain a cash position in your account for other than a short period of time and/or are seeking the highest yields currently available in the market for your cash balances, you should contact your PWA to discuss investment options that are better suited to your objectives than a cash sweep.

Margin Services. Through execution of a separate NFS Margin Agreement, eligible clients have the ability to borrow cash against the value of certain assets held within their custody account (“NFS Margin Program”). If the market value of the securities in your margin account declines, you may be required to deposit more money or securities in order to maintain your line of credit. If you are unable to do so, the Custodian may sell all or a portion of your pledged assets without prior notice to you. Clients should carefully review the terms and conditions of the NFS Margin program as described in the NFS Margin Agreement. Clients are responsible for paying the principal balance and interest on outstanding margin balances.

Securities-Based Lending. Securities-based lending (“SBL”) allows clients to use the securities held in their accounts as collateral for a bank loan. Rockefeller Financial has established relationships with third-party banks to offer clients SBL. Clients need to enter into a separate arrangement with the third-party bank to use the securities held in their account as collateral for a loan. The third party banks independently make the pricing decision on the loan and may compensate Rockefeller Financial with a referral fee that depends on the interest rate received on the loan.

Financial Forecast Reports and Analyses. Upon request, Rockefeller Financial will provide clients with reports and/or analysis, including cash flows, income needs, asset allocation, retirement and life insurance assessments, charitable giving, estate and wealth transfer, and business succession. These reports and/or analysis are provided to clients without a separate charge or fee as they are part of the overall brokerage services provided to a client.

Conflicts of Interest

Conflicts of interest are inherent in large diversified financial services companies, including Rockefeller Financial, and exist whenever there is an incentive to serve one’s own interest at the expense of another’s interest. At a general level, a conflict of interest arises whenever Rockefeller Financial has an economic or other incentive in its management of a client account to act in a way that benefits Rockefeller Financial. For example, in a brokerage relationship, we receive commissions when you buy or sell securities, and that creates an incentive to recommend that you purchase or sell securities. In many cases, third parties whose products we sell compensate us based on what you buy (for example, through mutual fund 12b-1 fees), and that creates an incentive to recommend that you purchase securities in which we receive third-party compensation. If you invest in one of our affiliated funds, an affiliate receives additional compensation, which creates an incentive to recommend products involving affiliates. Products in some asset classes provide more compensation than other asset classes and some products or share classes within asset classes provide greater compensation than other products or share classes, which creates an incentive to recommend higher paying products and share classes. PWAs who make their own investment recommendations retain more of their commissions than PWAs who rely on either outside managers or affiliated managers to make investment decisions, which creates an incentive not to use third-party or affiliated managers. Private Wealth Advisors are required to meet certain revenue hurdles if they want to maximize their

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compensation, and this creates incentives for them to generate revenues by recommending the purchase and sale of products that generate the highest revenues to them. In general, PWAs may only recommend investments and products that are offered for sale by Rockefeller, but not all investments and products are offered for sale by Rockefeller. Conflicts of interest are described in greater detail below, as well as in other documents such as your account agreements, prospectuses and other product disclosures, trade confirmations, and account statements.

While conflicts exist, we strive to manage those conflicts in a way that seeks to prioritize the best interest of our clients. We have an open architecture brokerage platform in which clients can choose from a broad array of investments, the vast majority of which do not involve affiliates of Rockefeller Financial. We work hard to set the right tone at the top, emphasizing the importance of ethical treatment of customers and the fair handling of conflicts. We maintain a supervisory system that includes surveillance reviews, periodic supervisory visits and compliance inspections. Finally, we are subject to FINRA rules that require every brokerage firm “in the conduct of its business, shall observe high standards of commercial honor and just and equitable principles of trade.” In short, while conflicts are inherent in the securities business, we work to manage those conflicts in a way that seeks to prioritize the interests of our clients.

Affiliated Investment Products and Services

While the vast majority of investments offered by Rockefeller Financial do not involve affiliates, Rockefeller Financial makes available to clients certain strategies, mutual funds, or other investment products managed by an investment manager affiliated with the firm, including Rockefeller Asset Management, a division of Rockefeller & Co. (“Affiliated Investment Products”). Use of Affiliated Investment Products by clients involves a conflict of interest because it results in increased revenue, in the aggregate, to Rockefeller Capital Management, L.P. and its subsidiaries and affiliates that provide the affiliated investment products, and results in additional fees for Rockefeller Financial. In addition, the Firm and its PWAs have a conflict of interest because, in some cases, they receive more compensation for selling certain products issued by a Firm affiliate than for selling certain products issued by companies that are not affiliated with the Firm.

One such affiliate is Rockefeller Strategic Services, which provides strategic advisory services with respect to specific types of business transactions. PWAs are financially incentivized to introduce clients to deal opportunities sourced by Rockefeller Capital Management’s PWAs and made available through Rockefeller Strategic Services. RTC NA and RTC DE, affiliated trust companies, also provide services to our clients, including after we recommend those services. Clients are under no obligation to use Affiliated Investment Products or affiliated service providers. A conflict of interest exists in retaining affiliated service providers because, in light of our interest in these affiliated service providers, we have an incentive to favor the retention of affiliates even if a better price and/or quality of service could be obtained from another person. We will not generally reduce our fees as a result of any compensation by clients with respect to Affiliated Investment Products.

Allocations of Limited Investment Opportunities

Certain investment opportunities are limited in size. To the extent they cannot be offered to all clients, Rockefeller Financial and its affiliates have policies in place to determine the allocation of investment opportunities, and will

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generally allocate such investments among interested clients pro rata based on the size of each clients’ requested participation or as otherwise permitted by its policies.

Third Party Managers and Revenue Sharing

Rockefeller Financial has arrangements with third party managers whereby such managers pay the Firm additional fees (including part of the firm’s revenues) and marketing support compensation in connection with investing our client’s funds in the funds managed by these third party managers. This additional compensation creates an incentive for Rockefeller Financial to make available and recommend to clients third party managers and funds that pay marketing support compensation to or that share a larger portion of their advisory fees with or enter into revenue sharing arrangements with Rockefeller Financial, and to invest funds in discretionary accounts into funds managed by these managers.

Some mutual fund companies may decline to pay revenue sharing at the levels requested by us or at all, which may present a financial disincentive for us to promote the sale of those funds that do not pay us at the requested levels.

Rockefeller Financial has entered into revenue sharing arrangements with providers of certain alternative investments platforms, including iCapital. This additional revenue creates an incentive for Rockefeller Financial to recommend clients invest through iCapital’s platform.

Other Conflicts of Interest

The following is a non-exhaustive discussion of other areas of conflicts that we have identified.

Margin Services. Rockefeller Financial receives from NFS a percentage of the margin rate charged to clients on borrowed funds, and PWAs will generally share in a portion of this compensation attributable to their clients’ margin accounts. When you trade on margin or obtain a credit line, NFS will charge interest on the loans extended to you and can take certain actions in case you default. Failure to promptly meet a request for additional collateral could cause NFS to liquidate or instruct us to liquidate some or all of the collateral account or accounts to meet the margin loan requirements or to repay all or a portion of the outstanding margin obligations. In a liquidation, we act only as a broker-dealer, and not as a fiduciary or investment adviser. Depending on market circumstances, the prices obtained for the securities may be less than favorable. Any required liquidations may result in adverse tax consequences. The receipt of this compensation creates an incentive for the Firm and its PWAs to recommend use of the NFS Margin Program to clients. Rockefeller Financial seeks to address this conflict of interest by disclosing to clients the payment of compensation to the Firm and its PWAs under the NFS Margin Program, and by imposing suitability requirements on clients seeking to utilize the NFS Margin Program. Further, the fees we pay to NFS have been negotiated such that the fees decrease as the amount of business we refer to NFS increases. Should we not hit certain pre-agreed thresholds, the fees charged by NFS to the Firm may increase. This creates an additional incentive for us to recommend NFS’s services and products to clients.

Insurance Products. Insurance products sold through the insurance affiliate of the Firm will result in commissions being paid to the affiliate and the licensed insurance agent.

Personal Trading. When we, an affiliate or an employee of the Firm holds for our own benefit the same securities as a client, it could be viewed as a conflict of interest. Rockefeller Financial addresses and mitigates conflicts of interest associated with personal trading through its policies and procedures, including the disclosure of securities holdings held by its employees.

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Third-Party Payments for Educational Programs. Investment managers, mutual fund vendors, unit investment trust sponsors, annuity, life insurance companies or their affiliates and sponsors of ETFs whose products are available on our platform contribute funds to support our PWA education programs. The contributions are used to subsidize the cost of training seminars we offer to PWAs, which may include travel and travel-related expenses, meals and entertainment. These training events and seminars can (and often) include a non-training element to the event. Not all vendors contribute to our education efforts. Contributions can vary by vendor and event. In some instances, the contributions per vendor (as well as the aggregate received from all vendors) are significant, and may include travel, meals and entertainment provided to PWAs by the event host. While your PWA does not receive a portion of these payments, their attendance and participation in these events, as well as the increased exposure to vendors who sponsor the events, can lead PWAs to recommend the products and services of those vendors as compared to those who do not.

Other Non-Cash Compensation. We and our PWAs receive non-cash compensation from mutual fund companies, investment managers, unit investment trust sponsors, annuity providers, insurance vendors, structured products issuers and sponsors of products that we distribute. This compensation includes the following: occasional gifts, occasional meals, tickets or other entertainment of reasonable and customary value; sponsorship support of educational or training events (which include educational events PWAs arrange for clients and prospects) and seminars and/or payment of expenses related to training and education of employees, which can (and often do) include a non-training element of the event; and/or various forms of marketing support and, in certain limited circumstances, the development of tools used by Rockefeller Financial for training or record-keeping purposes. Non-cash compensation can vary by vendor and event. The receipt of cash and non-cash compensation from sources other than clients, and the differences in how we compensate PWAs for the products we offer, create an incentive for PWAs to recommend certain products over others. We address these conflicts of interest by maintaining policies and procedures on the suitability and supervision of the Firm’s advisory and brokerage programs and services we offer to you, and by disclosing our practices to ensure you make an informed decision.

Conflicts Arising from Other Transactions and Relationships.

When we and our affiliates provide investment banking, investment advisory, insurance, and other services for different types of clients, we and our affiliates may make a recommendation or take actions for, those clients or accounts that differs from advice given to, or the timing and nature of actions taken for you, or buy and sell securities for other accounts. A recommendation given to clients may differ from, or may conflict with, advice given or investment decisions made for an advisory affiliate or another client. Action taken with respect to advisory affiliates may adversely affect client accounts, and actions taken by client accounts may benefit advisory affiliates. Conflicts arise when a client makes investments in conjunction with an investment being made by other clients or clients of our affiliates, or in a transaction where such other parties have already made an investment. For example, investment opportunities are from time to time appropriate for clients, or for clients of our affiliates, at the same, different or overlapping levels of a company’s capital structure. Conflicts of interest arise in such cases, particularly in the event the company is in financial distress. Rockefeller Financial and our affiliates occasionally may not be free to divulge or act upon certain information in their possession on behalf of investment advisory or other clients. We are not obligated to execute any transaction for your account that we believe to be improper under applicable law or rules or contrary to our own policies. We have adopted policies and procedures that limit transactions for the accounts of our employees. These policies and procedures are designed to prevent, among other things, improper or abusive conduct when there may be a potential conflict with the interest of a client.

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Certain directors, officers and employees of Rockefeller Financial are associated with affiliates of the Firm, including Rockefeller & Co., RTC NA, RTC DEL, Rockefeller Strategic Services and Rockefeller Capital Management Insurance Services.

Directors, officer and employees of Rockefeller Financial and its affiliates may serve as non-executive directors or advisors of for-profit businesses, including financial service companies that provide services to Rockefeller Financial and/or to clients of Rockefeller Financial.

RISK FACTORS

The investment risks described below represent some but not all of the risks associated with various types of investments and investment strategies. Clients should carefully evaluate all applicable risks with any investment or investment strategy, and realize that investing in securities involves risk of loss that clients should be prepared to bear.

General Risks

Investing in securities and other assets involves a potential risk of loss due to various market, economic, political, regulatory, business, currency and other risks. Rockefeller Financial does not guarantee the future performance of any client account, investment decision or strategy. Future results may vary substantially from past performance and no investment strategy can guarantee profit or protection from loss. Returns on investments can be volatile and an investor may lose all or a portion of their investment. While we will take reasonable care in developing and making recommendations to you, investing in securities involve risk, and you may lose money. There is no guarantee that you will meet your investment goals, or that our recommended investment strategy will perform as anticipated. Please consult any available offering documents for any security we recommend for a discussion of risks associated with the product. We can provide those documents to you, or help you find them.

The investment risks described below represent some but not all of the risks associated with various types of investments and investment strategies. As a client’s investment portfolio develops and changes over time, the account may be subject to additional and different risks.

Risks Related to Equity and Fixed Income Securities

Equity and equity-related investments are volatile and will increase or decrease in value based upon issuer, economic, market and other factors. Small capitalization stocks generally involve higher risks in some respects than do investments in stocks of larger companies and may be more volatile. The securities of non-U.S. issuers also involve a high degree of risk because of, among other factors, the lack of public information with respect to such issuers, less governmental regulation of stock exchanges and issuers of securities traded on such exchanges and the absence of uniform accounting, auditing and financial reporting standards. The non-U.S. domicile of such issuers and currency fluctuations may also be factors in the assessment of financial risk to the investor. Foreign securities markets are often less liquid than U.S. securities markets, which may make the disposition of non-U.S. securities more difficult. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile.

Investments in fixed income securities are subject to interest rate, credit, liquidity, prepayment, and extension risks, any of which may adversely impact the price of the security and result in a loss. Interest rates may go up resulting in a decrease in the value of fixed income securities. Duration is the time that it takes for an investor to be repaid the price for a bond by the bond’s total cash flows. The longer the repayment period, or duration, the

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greater the chance that the bond will be exposed to interest rate risk. Generally, securities with longer maturities carry greater interest rate risk. The historically low interest rate environment increases the risk associated with rising interest rates. Credit risk is the risk that an issuer may not make timely payments of principal and interest. There is a risk that an issuer may “call”, or repay, its high yielding bonds before their maturity dates. Fixed income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed income securities may make it more difficult to sell or buy a security at a favorable price or time. The municipal market is volatile and can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities.

Risks Related to Margin

Clients that utilize margin are subject to additional risks, including greater risk of loss and incurrence of margin interest debt. Margin and securities based lending is not suitable for all investors. If the market value of the securities in your margin account declines, a margin call may be issued and you may be required to deposit more money or securities in order to maintain your line of credit. If you are unable to do so, the Custodian under the NFS Margin Program may sell all or a portion of your pledged assets without prior notice to you. Even if Rockefeller Financial or your PWA contacts you and provides a specific date to meet a margin call, the securities or assets held in the account may be sold or taken by that date without notice to you. So, you should consider your investment objectives, financial resources and risk tolerance to determine whether borrowing against your securities, and trading on margin in particular, is appropriate for you, especially in volatile markets and for less liquid securities held on margin.

Risks Related to Options Trading

There are various risks associated with transactions in exchange-traded and over the counter (“OTC”) options. The market price of an option is affected by many factors, including: changes in the market prices or dividend rates of underlying securities (or in the case of indices, the securities in such indices); the time remaining before expiration; changes in interest rates or exchange rates; and changes in the actual or perceived volatility of the relevant stock market and underlying securities. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than an investment in the underlying securities. The market price of an option also may be adversely affected if the market for the option becomes less liquid, including where trading in the securities underlying the option becomes restricted.

Risks Related to Money Market Funds

You could lose money in money market funds. Although money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S. government) and retail funds (i.e., money market funds open to natural person investors only) seek to preserve value at $1.00 per share, they cannot guarantee they will do so. The price of money market funds will fluctuate and when you sell shares they may be worth more or less than originally paid. Money market funds may impose a fee upon sale or temporarily suspend sales if liquidity falls below required minimums. During suspensions, shares would not be available for purchases, withdrawals, check writing or ATM debits.

Moreover, in some circumstances, money market funds may be forced to cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings are liquidated and distributed to the fund’s shareholders. This liquidation process could take up to one month or more. During that time, these funds would

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not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account.

Risks Related to Structured Products

Investments in structured products (generally Senior Unsecured Debt Obligations linked to the performance of an underlying market measure) (all such products, “Structured Products”) are subject to a number of risks, including credit risk, market risk, and liquidity risk. Structured Products typically have a specified maturity date and payout profile determined by the performance of an underlying, or basket of underlying, market measures. Structured Products are generally designed to provide some level or combination of principal protection, downside market risk mitigation, enhanced income, or enhanced returns relative to the performance of the underlying market measure. As a Senior Unsecured Debt Obligation, the payout at maturity is dependent on the issuer’s ability to pay off its debts as they mature. While there is generally liquidity provided by the issuer of a Structured Product prior to maturity, there is no guarantee of a secondary market. In the case that there is a secondary market provided, the sale price may be significantly less than what would be the maturity value due to factors such as volatility, interest rates, credit quality and risk appetite. The value of an investment in a Structured Product will reflect the then-current market value of the Structured Product as calculated by the issuer and will be subject to all of the risks associated with an investment in the underlying market measure along with the risks and factors described above. Investors in structured products will not own or have any claim to the underlying market measure directly and will therefore not benefit from general rights applicable to the holders of those assets, such as dividends and voting rights.

The value of an investment in a structured product will depend primarily on the investment performance of the assets in which the structured product invests and will therefore be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other credits of the issuer of such asset or nullified under applicable law. Investors in structured products will not own such assets directly and will therefore not benefit from general rights applicable to the holders of assets, such as the right to indemnity and the rights of setoff, or have voting rights with respect to such assets, and in such cases, all decisions related to such assets, including whether to exercise certain remedies, will be controlled by the structured product. Furthermore, there are certain tax and market uncertainties that present risks relating to investing in structured products.

Risks Related to Variable Annuities

A variable annuity is a long-term investment option that is intended to grow tax deferred and to provide long-term income. The value of a variable annuity is based on the performance of an underlying portfolio of mutual funds. Consequently, the contract value will fluctuate based on the overall performance of the subaccounts you are invested in because the underlying investments may lose value. Further, variable annuities have limitations on withdrawals. For example, any early withdrawals may face surrender fees, and withdrawals prior to the age of 59 ½ may also be subject to a 10% tax penalty.

Variable annuities investments also involve investment risk related to the products and investments that the collective periodic payments are invested in, which may include derivatives products. Further, in order to receive certain tax benefits associated with variable annuities, the investments underlying such contracts must meet certain diversification and other requirements. Thus, investments in variable annuities that do not have sufficient diversification can lead to adverse tax consequences.

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Risks Related to ETFs

There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this may result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track.

Most ETFs, like all mutual funds, are registered investment companies under the Investment Company Act. However, ETFs that invest exclusively in physical assets, such as gold, are not registered investment companies. These ETFs will not have the protections associated with ownership of shares in a registered investment company. For example, these ETFs are not subject to the prohibition on registered investment companies dealing with affiliates, do not have an independent board of trustees, and are not subject to requirements with respect to, among other things, diversification and the prohibition on the suspension of redemptions.

Risks Related to Leveraged and Inverse ETFs

A leveraged and inverse ETFs are a type of exchange traded fund that uses futures, swaps and borrowed money to amplify both the results and the exposure of the underlying investments. Leveraged or inverse ETFs have more inherent risk because they do not behave as expected. In order for leveraged funds to achieve appropriate levels of assets to provide the implied leverage, they need to be rebalanced daily. The rebalancing activity of these funds are marked in the same direction of the market; that is, the leveraged ETF is marked to market every night. In addition, these ETFs are subject to the market fluctuations of their underlying investments. Over time, the compounding of this reset can potentially vary the performance of the fund versus its underlying benchmark, which can result in greater degrees of final leverage over individual holding periods. As a result, leveraged ETFs are not intended to be long term investments. Leveraged and inverse ETFs may therefore not be suitable for most investors.

Risks Related to Alternative Investments

Alternative investments, such as hedge funds and private equity/venture capital funds, are speculative and involve a high degree of risk. There is no secondary market for alternative investments and there may be significant restrictions or limitations on withdrawing from or transferring these types of investments. Private equity/venture capital funds generally require an investor to make and fund a commitment over several years. Alternative investments generally have high fees (including both management and performance based fees) and expenses that offset returns. Alternative investments are generally subject to less regulation than publicly traded investments. Rockefeller Financial will not be able to independently value investments held by alternative investment fund managers. As a result, Rockefeller Financial will generally rely on the values reported to it by alternative investment fund managers.

Alternative investments may include specific risks associated with limited liquidity, the use of leverage, arbitrage, short sales, options, futures and derivative instruments. There can be no assurances that a manager’s strategy (hedged or otherwise) will be successful or that a manager will employ such strategies with respect to all or any portion of a portfolio. Clients should recognize that they may bear asset-based fees and expenses at the manager level, and indirectly, fees, expenses and performance-based compensation. Performance-based compensation may create an incentive for the managers that may receive performance-based compensation to make investments that are riskier and more speculative than would be the case if this special allocation were not made.

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Because the individual managers make trading decisions independently of each other, it is possible that they may, on occasion, hold substantial positions in the same security or group of securities at the same time. This possible lack of diversification may subject the client’s investments to more volatility than would be the case if the client’s assets were more widely diversified.

Risks Related to REITs

Certain strategies offer real estate-related investment disciplines, which typically invest in common stocks of U.S. corporations. Almost all such investments will be treated for tax purposes as investments in real estate investment trusts (“REITs”). Although it is unlikely that such investments will cause a tax-exempt investor to recognize “unrelated business taxable income” (“UBTI”), no assurances can be made that no UBTI will be recognized. If any investment causes a tax-exempt investor to recognize UBTI, and that tax-exempt investor is a charitable remainder trust, all of the income of the charitable remainder trust would be subject to federal income tax for the tax year in which the UBTI was recognized. Therefore, charitable remainder trusts should consult with a tax adviser before investing in real estate investment disciplines.

Risks Related to Cybersecurity

Rockefeller Financial must rely in part on digital and network technologies (collectively, “networks”) to conduct its business. Such networks, including those of service providers, are susceptible to cyber-attacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption. Cyber-attacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Cyber-attacks against, or security breakdowns, of us or our service providers, if applicable, may adversely impact us and our clients, potentially resulting in, among other things, financial losses; our inability to transact business on behalf of our clients; reputational damage; and/or additional costs. The Firm may incur additional costs related to cybersecurity risk management and remediation. In addition, cybersecurity risks may also impact issuers of securities in which we invest on behalf of our clients, which may cause our clients’ investment in such issuers to lose value.

Risks Related to Technology

Rockefeller Financial must rely in part on digital and network technologies to conduct its business and to maintain substantial computerized data relating to client account activities. These technologies include those owned or managed by Rockefeller Financial as well as those owned or managed by others, such as financial intermediaries, pricing vendors, transfer agents, and other parties used by Rockefeller Financial to provide services and maintain its business operations. These technology systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond the Firm’s or its service providers’ control. Technology failures, whether deliberate or not, including those arising from use of third-party service providers or client usage of systems to access accounts, could have a material adverse effect on our business or our clients and could result in, among other things, financial loss, reputational damage, regulatory penalties or the inability to conduct business.

Tax and Legal Risks

You are responsible for all tax liabilities and tax return filing obligations arising from the transactions in your account or any other investment advice offered by us. Changing your investment strategy may result in sales of

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securities which may subject you to additional income tax obligations. Consult your independent tax or legal advisor with respect to the services described in this Brochure. Rockefeller Financial does not provide tax, legal, accounting, estate or actuary advice, and this Brochure or any other document received from Rockefeller Financial should not be construed as providing such advice.